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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
1999
FORM 10 - Q
For the Fiscal
FIRST QUARTER
Ended April 3, 1999
Quarterly Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
MOORE MEDICAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware 1-8903
(State of incorporation) (Commission File Number)
P.O. Box 1500, New Britain, CT 06050 22-1897821
(Address of principal executive offices) (I.R.S. Employer
Identification Number)
860-826-3600
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock ($.01 Par Value) American Stock Exchange
Rights to Purchase Series I Junior Perferred Stock American Stock Exchange
(Title of Each Class) (Name of each exchange
on which registered)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
_____ ____
2,939,221
Number of shares of Common Stock outstanding as of April 23, 1999
Total number of pages in the numbered original is 13
This is page 1 of 13 pages.
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MOORE MEDICAL CORP.
Index
Page No.
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Part I. Financial Information
Item 1. Financial Statements
Balance Sheets at the end of the first quarter of
1999 and at the end of the year 1998............ 3
Statements of Operations for the first quarters
of 1999 and 1998.............................. 4
Statements of Cash Flows for the first quarters
of 1999 and 1998.............................. 5
Notes to Financial Statements.................. 6-7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition......... 8-11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............... 12-13
Signatures............................................. 12
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MOORE MEDICAL CORP.
Balance Sheets at end of
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Amounts in thousands First Quarter 1999 Year 1998
(Unaudited)
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ASSETS
Current Assets
Cash $ 530 $ 3,520
Accounts receivable, less allowances
of $403 and $372......................... 10,680 9,385
Inventories................................. 15,645 13,684
Prepaid expenses and other current assets... 2,739 1,992
Deferred income taxes....................... 2,500 2,500
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Total Current Assets.................. 32,094 31,081
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Noncurrent Assets
Equipment and leasehold improvements, net... 8,235 7,038
Other assets................................ 496 362
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Total Noncurrent Assets............... 8,731 7,400
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$40,825 $38,481
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable............................ $ 8,086 $ 5,421
Accrued expenses............................ 6,324 7,139
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Total Current Liabilities............. 14,410 12,560
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Deferred Income Taxes.......................... 368 368
Shareholders' Equity
Preferred stock - no shares outstanding..... -- --
Common stock - $.01 par value;
5,000 shares authorized;
3,246 shares issued...................... 33 33
Capital in excess of par value.............. 21,672 21,667
Retained earnings........................... 7,074 6,597
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28,779 28,297
Less treasury shares, at cost, 307 and 308
shares................................... (2,732) (2,744)
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Total Shareholders' Equity............ 26,047 25,553
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$40,825 $38,481
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The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
Statements of Operations for the
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Amounts in thousands, except per share data First Quarter
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1999 1998
(Unaudited)
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Net sales....................................... $29,055 $30,939
Cost of products sold........................... 19,546 21,601
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Gross profit.................................... 9,509 9,338
Selling, general & administrative expenses...... 8,803 8,701
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Operating income................................ 706 637
Interest (income), net.......................... (45) (6)
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Income before income taxes...................... 751 643
Income tax provision............................ 274 238
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Net income...................................... $ 477 $ 405
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Basic and diluted net income
per share.................................... $ .16 $ .14
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The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
Statements of Cash Flows for the
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Amounts in thousands First Quarter
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1999 1998
(Unaudited)
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Cash Flows From Operating Activities
Net income....................................... $ 477 $ 405
Adjustments to reconcile net income to net cash
flows provided by operating activities:
Depreciation and amortization.................. 337 331
Deferred income taxes.......................... - -
Changes in operating assets and liabilities:
Accounts receivable.......................... (1,295) 4,987
Inventories.................................. (1,961) (571)
Other current assets......................... (747) (435)
Accounts payable............................. 2,665 960
Other current liabilities.................... (945) 973
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Net cash flows (used in) provided by
operating activities........................... (1,469) 6,650
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Cash Flows From Investing Activities
Equipment & leasehold improvements acquired...... (1,534) (461)
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Net cash flows used in investing activities.... (1,534) (461)
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Cash Flows From Financing Activities
Revolving credit financing (decrease), net....... - (1,512)
Other, net....................................... 13 54
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Net cash flows provided by (used in) financing
activities................................... 13 (1,458)
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(Decrease) increase in cash........................ (2,990) 4,731
Cash at beginning of period........................ 3,520 54
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Cash at end of period.............................. $ 530 $ 4,785
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The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Basis of Presentation of Financial Statements
The accompanying financial statements should be read in conjunction
with the Notes to Financial Statements and Management's Discussion and
Analysis of Results of Operations and Financial Condition included in
the Company's 1998 Annual Report filed on Form 10-K and in this Form
10-Q Report.
In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods have been made. The
results of operations for the first quarter are not necessarily
indicative of the results to be expected for the full year. The fiscal
quarters ended April 3, 1999 and April 4, 1998.
Note 2 - Contingencies
Beginning in 1991, the Company entered into various supply contracts
with the U.S. Department of Veterans Affairs and the Defense
Department. In April 1997, the Company completed a review of its
compliance with various pricing provisions of these contracts and, with
the assistance of special legal counsel, concluded that adjustments may
be due to the federal agencies for potential unasserted claims against
the Company relating to pricing deficiencies under product supply
contracts subject to General Services Administration and Department of
Defense regulations. In the fourth quarter of 1996, the Company
established a $3.8 million reserve for estimated pricing deficiency
liabilities and associated legal costs. As of the end of 1998 and first
quarter end of 1999, the reserve balance was $3.2 million. The final
amount of the pricing deficiency adjustment is subject to the outcome
of contract settlement discussions which the Company has requested with
the governmental agencies or to an adjudicated disposition. In
management's opinion, the ultimate resolution of this matter will not
have a material adverse effect on the Company's financial position.
Although management believes that the reserve is sufficient, it is
possible the final resolution could exceed such reserve and could have
a material impact on the statement of operations and cash flow in such
period.
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Note 2 - Contingencies (continued)
In 1997, the Company established a $4.5 million restructuring reserve
relating to its exit from the wholesale drug distribution business. At
the end of 1998, and the first quarter end of 1999, approximately $1.0
million and $0.9 million, respectively, remained.
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MOORE MEDICAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
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The following table sets forth items included in the Statements of Operations as
a percentage of sales for the first quarters of 1999 and 1998. The table also
shows, for each line item, the percentage change of the amount in the 1999
period from the comparable 1998 period.
First Quarter
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% of Sales % Change
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1999 1998
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Net sales............................... 100.0% 100.0% (6)%
Cost of products sold................... 67.3 69.8 (10)
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Gross profit............................ 32.7 30.2 2
Selling, general & administrative 30.3 28.1 1
expenses............................... ----- -----
Operating income........................ 2.4 2.1 11
Interest (income) expense, net.......... (.1) 0 650
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Income before income taxes.............. 2.5 2.1 17
Income tax provision.................... .9 .8 15
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Net income.............................. 1.6% 1.3% 18%
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RESULTS OF OPERATIONS
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First Quarter
1999 Compared with 1998
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Net sales of $29.1 million for the first quarter of 1999 decreased 6% from the
same quarter of 1998 primarily due to the liquidation of inventory in 1998 and
the Company's completion of the transition out of the wholesale drug
distribution business. The Company decided to exit the wholesale drug
distribution business in order to concentrate on the more profitable healthcare
practitioner market.
For the first quarter of 1999, gross profit dollars increased 2% to $9.5
million. The gross profit margin rate in the 1999 quarter increased to 32.7% of
sales from 30.2% in the same quarter a year earlier. The improvement in gross
profit margin and rate are attributable to a favorable product mix of sales in
1999, and to the liquidation of inventory at low or no margins in 1998 related
to the Company's exit from the wholesale drug distribution market.
Selling, general and administrative expenses in the first quarter of 1999
increased 1% from the quarter a year ago. The increase is primarily due to the
establishment of a
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small field sales force and intensified direct marketing efforts, which were
partially offset by lower total staffing and freight expenses.
Net income for the 1999 quarter increased 18%. The increase in selling, general
and administrative expenses were more than offset by the increase in gross
profit.
FINANCIAL CONDITION
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During the first quarter of 1999, the Company's operating and investing
activities used $3.0 million of funds. Operating activites used $5.0 million of
cash from a $2.0 million increase in inventories, a $1.3 million increase in
accounts receivable, and a $1.7 net change in other assets and liabilities.
Operating activities generated $3.5 million in cash from a $0.3 million increase
in amortization and depreciation, $2.7 million from increased accounts payable,
and $0.5 million from net income. Investing activities used $1.5 million in
funds for capital expenditures.
The Company's bank financing agreement provides a $10 million revolving line of
credit through December, 1999. The facility provides for funding limited by a
formula using accounts receivable balances and inventory levels as the primary
variables. Interest on loans is charged at the prime rate or, at the option of
the Company, at the Eurodollar rate plus a rate in a range of 1% to 2% depending
on the financial leverage of the Company. In addition, the Company pays a
commitment fee on the unused line of credit at a 1/4% annual rate.
Substantially all assets of the Company have been pledged as collateral and the
agreement contains covenants and restrictions relating to asset protection,
financial condition, dividends, investments, acquisitions and certain other
matters.
Management believes that the funding needs of the Company for operating working
capital and capital expenditures will continue to be met through income from
operations and financing available under its line of credit.
YEAR 2000 ISSUES
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Year 2000 issues are the result of computer programs that were written using two
digits rather than four to define the applicable year. If the Company's
computer programs with date sensitive functions are not year 2000 compliant,
they may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing disruptions of
operations, including, an inability to process transactions, send invoices or
engage in other normal business activities.
The Company has identified its Year 2000 risks in three categories: internal
business software, internal non-information technology software, and external
vendor compliance.
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Internal Information Technology
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During 1998, as part of a modernization program intended to improve productivity
and increase profitability by upgrading data processing, integrating systems and
enhancing internal reporting, the Company purchased an integrated enterprise
system which includes software which the vendor has represented to be Year 2000
compliant. The total estimated hardware, software, installation and training
cost of the integrated enterprise system, of which Year 2000 compliance is a by-
product, is $6.3 million, of which $5.3 million has been incurred to date,
funded through operating cash flow. The Company is in the implementation phase
for this system, with substantial implementation scheduled for mid-1999. Based
on this schedule, the Company plans its internal information technology systems
to be in substantial compliance before the year 2000. However, if due to
unforeseen circumstances the implementation is not completed in a timely manner,
Year 2000 issues could have a material adverse impact on the Company's
operations. Contingency plans are being developed for areas where management
considers there may be some risk to modify certain of the major existing
internal information technology systems to be Year 2000 compliant.
Internal Non-Information Technology
- -----------------------------------
The Company plans to assess the Year 2000 compliance of its internal non-
information software and of the technology embedded in such systems as security,
telecommunications and building systems by contacting the providers of such
systems by mid-1999. Since the Company is in the information gathering phase,
it does not have sufficient data to estimate the scheduling or costs of
achieving Year 2000 compliance for such systems or have a contingency plan in
place therefore.
External Vendor Compliance
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The Company is in the process of identifying and contacting its major suppliers,
service providers and contractors ("vendors") to determine the extent of their
Year 2000 compliance. It plans that the process will be substantially completed
by mid-1999. To the extent that responses are unsatisfactory, the Company
intends to consider changing its major vendors to those who have represented
Year 2000 readiness, but cannot be assured that it will be successful in finding
alternative vendors. In the event that major vendors are not Year 2000
compliant and the Company does not replace them with new vendors, its business
could be materially adversely affected. The Company plans to consider
formulating a contingency plan for major vendors' Year 2000 non-compliance in
mid-1999, after it receives responses from vendors.
FORWARD-LOOKING INFORMATION
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From time to time, the Company or its representatives may have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but, not limited to, press releases, oral
statements made by or with the
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approval of an authorized executive officer, or in this report or other filings
made by the Company with the Securities and Exchange Commission. The words or
phrases "trend," "expect," "grow," "will," "could," "likely result," "planned,"
"continued," "anticipated," "estimated," "projected," "scheduled," "could have,"
"intended," or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The Company wishes to ensure that such statements are accompanied by
meaningful cautionary statements, so as to maximize to the fullest extent
possible the protections of the safe harbor established in the said Act.
Accordingly, such statements are qualified in their entirety by reference to and
are accompanied by the following discussion of certain important factors that
could cause actual results to differ materially from such forward-looking
statements.
Investors should be aware of factors that could have an impact on the Company's
business, financial position or performance. These include possible: pressures
on the Company's revenues resulting, for example, from customer consolidations
or changes in customer buying patterns; reductions in healthcare funding
affecting its customers' services or revenues, resulting, for example, from
changes in legislation or regulations or in HMO, managed care or other insurance
programs; intensified competition resulting, for example, from distributor
consolidations or pricing pressures from distributors able to benefit from
economies of scale or other operating efficiencies; disruptions in services or
systems on which the Company is dependent, such as by truckers in deliveries
from its suppliers, by UPS or other common carriers in deliveries to its
customers, by its catalog printers or in telecommunication services, or relating
to its computer systems or Year 2000 issues (including regarding costs,
scheduling, implementation, vendor compliance, and the Company's plans and
expectations regarding such); pending adjustments of pricing under exited
government contracts or unfavorable outcomes of litigation; the effects of
vesting chief executive officer responsibilities directly with the Company's
chief financial, marketing and operations officers rather than with a single
individual; and other factors detailed from time to time in the Company's
Securities and Exchange Commission filings or other readily available or
generally disseminated writings. The risks identified here are not all
inclusive. Reference is also made to the Company's Annual Report Form 10-K for
its fiscal year ended January 2, 1999, and to other parts of this Quarterly
Report on Form 10-Q, which include additional information concerning factors
that could adversely impact the Company's business or financial position or
performance. Moreover, the Company operates in a changing and very competitive
business environment. New risks may emerge from time to time, and it is not
possible for management to predict all risk factors, nor can it necessarily
identify or assess the impact of all such factors on the Company or the extent
to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual
results.
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PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
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27. Financial Data Schedule.
(b) Reports on Form 8-K
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No report on Form 8-K was filed during the quarter.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MOORE MEDICAL CORP.
(REGISTRANT)
By: /s/ David V. Harper By: /s/ Susan G. D'Amato
---------------------------------- ----------------------------------
David V. Harper, Executive Susan G. D'Amato, Controller
Vice President - Finance and and Chief Accounting Officer
Chief Financial Officer April 30, 1999
April 30, 1999
12
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<PAGE>
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<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
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